SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
October 3, 1995
Date of Report (Date of Earliest Event Reported)
CONNER PERIPHERALS, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-10639 94-2968210
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3081 Zanker Road
San Jose, California 95134
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: (408) 456-4500
ITEM 5. OTHER EVENTS.
On October 3, 1995, Conner Peripherals, Inc., a Dela-
ware corporation (the "Company"), entered into an Agreement and
Plan of Reorganization (the "Reorganization Agreement") with
Seagate Technology, Inc., a Delaware corporation ("Seagate"),
and Athena Acquisition Corporation, a Delaware corporation and
wholly-owned subsidiary of Seagate ("Sub"), pursuant to which
Sub will merge with and into the Company (the "Merger"). As a
result of the Merger, each outstanding share of the Company's
common stock, par value $.001 per share ("Company Common
Stock"), will be converted into .442 shares of Seagate common
stock, par value $.01 per share. The Merger is conditioned
upon, among other things, approval by shareholders of the Com-
pany and by shareholders of Seagate, the effectiveness of
Seagate's registration statement on Form S-4 to be filed with
the Securities and Exchange Commission, the expiration of any
waiting period applicable to the Merger under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976 and the approval of
certain foreign governmental entities. The Reorganization
Agreement is attached as Exhibit 1 hereto and its terms are
incorporated herein by reference.
As a condition to the Reorganization Agreement, the
Company and Seagate on October 3, 1995 entered into a Stock Op-
tion Agreement between the Company, as issuer, and Seagate, as
grantee (the "Company Option Agreement"), pursuant to which the
Company granted Seagate the right, upon the terms and subject
to the conditions set forth therein, to purchase up to
8,015,420 of the outstanding shares of Company Common Stock
(equivalent to approximately 15% of the outstanding shares of
Company Common Stock) at a price of $17.90 per share. The
rights granted to Seagate in the Company Option Agreement be-
come exercisable in the event a third party acquires 20% of the
outstanding Company Common Stock, or commences a tender offer
or exchange offer (or enters into an agreement to make such a
tender offer or exchange offer) for at least 20% of the out-
standing Company Common Stock, or the Company enters into a
written definitive agreement or written agreement in principle
with a third party in connection with a liquidation, dissolu-
tion, recapitalization, merger, consolidation or acquisition or
purchase of all or a material portion of the assets or the eq-
uity interest in the Company. The Company Option Agreement is
attached as Exhibit 2 hereto, and its terms are incorporated
herein by reference.
A copy of the joint press release, dated October 3,
1995, issued by the Company and Seagate relating to the Merger
is attached as Exhibit 3 hereto and is incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
1. Agreement and Plan of Reorganization dated as of
October 3, 1995, among Seagate Technology, Inc.,
Athena Acquisition Corporation and Conner Pe-
ripherals, Inc.
2. Stock Option Agreement dated as of October 3,
1995, between Conner Peripherals, Inc. and
Seagate Technology, Inc.
3. Joint Press Release, dated October 3, 1995, re-
lating to the transactions with Seagate Technol-
ogy, Inc.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Company has duly caused this report
to be signed on its behalf by the undersigned hereunto duly
authorized.
CONNER PERIPHERALS, INC.
By:/s/ Thomas F. Mulvaney
Name: Thomas F. Mulvaney
Title: Vice President, General
Counsel and Secretary
Date: October 19, 1995
EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NO. DESCRIPTION PAGE NUMBER
1. Agreement and Plan of Reorganization
dated as of October 3, 1995, among
Seagate Technology, Inc., Athena Acqui-
sition Corporation and Conner Peripher-
als, Inc.
2. Stock Option Agreement dated as of Octo-
ber 3, 1995, between Conner Peripherals,
Inc. and Seagate Technology, Inc.
3. Joint Press Release, dated October 3,
1995, relating to the transactions with
Seagate Technology, Inc.